PMCC FINANCIAL CORP.
--------------------
(a Delaware Corporation)
----------------------
NOTICE OF 1999 ANNUAL
MEETING OF STOCKHOLDERS TO BE
HELD AT 10:00 A.M. ON SEPTEMBER 30, 1999
To the Stockholders of PMCC FINANCIAL CORP.:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders (the
"Meeting") of PMCC FINANCIAL CORP. (the "Company") will be held on September 30,
1999 at 10:00 a.m. at DeSeversky Conference Center, Old Westbury, New York, to
consider and vote on the following matters described under the corresponding
numbers in the attached Proxy Statement:
1. election of directors;
2. ratification of the selection of KPMG, LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999; and
3. such other matters as may properly come before the Meeting.
The Board of Directors has fixed August 30, 1999, at the close of business,
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Meeting, and only holders of shares of
Common Stock of the Company of record at the close of business on that day will
be entitled to vote. The stock transfer books of the Company will not be closed.
A complete list of stockholders entitled to vote at the Meeting shall be
available at the offices of the Company during ordinary business hours from
September 17, 1999 until the Meeting for examination by any stockholder for any
purpose germane to the Meeting. This list will also be available at the Meeting.
Whether or not you expect to be present at the Meeting, please fill in,
date, sign and return the enclosed Proxy, which is solicited by management of
the Company. The shares represented the Proxy will be voted according to your
specified response. The Proxy is revocable and will not affect your right to
vote in person in the event you attend the Meeting.
By Order of the Board of Directors
/s/Keith S. Haffner
-------------------
Keith S. Haffner, Secretary
Date: September 8, 1999
<PAGE>
PMCC FINANCIAL CORP.
--------------------------
3 Expressway Plaza
Roslyn Heights, New York 11577
--------------------------
PROXY STATEMENT
--------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 10:00 A.M. ON SEPTEMBER 30, 1999
The enclosed proxy is solicited by the management of PMCC FINANCIAL CORP.
(the "Company") in connection with the 1999 Annual Meeting of Stockholders (the
"Meeting") to be held on September 30, 1999 at 10:00 a.m. at the DeSeversky
Conference Center, Old Westbury, New York and any adjournment thereof. The Board
of Directors has set August 30, 1999, at the close of business, as the record
date (the "Record Date") for the determination of stockholders entitled to
notice of and to vote at the Meeting. A stockholder executing and returning a
proxy has the power to revoke it at any time before it is exercised by filing a
later proxy with, or other communication to, the Secretary of the Company or by
attending the Meeting and voting in person. The proxy will be voted in
accordance with your directions as to:
(1) election of the persons listed herein as directors of the Company;
(2) ratification of the selection of KPMG, LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999; and
(3) such other matters as may properly come before the Meeting.
In the absence of direction, the proxy will be voted in favor or these
proposals.
The entire cost of soliciting proxies will be borne by the Company. The
cost of solicitation, which represents an amount believed to be normally
expended for a solicitation relating to an uncontested election of directors,
will include the cost of supplying necessary additional copies of the
solicitation materials and the Company's 1999 Annual Report to Stockholders (the
"Annual Report") to beneficial owners of shares held of record by brokers,
dealers, banks, trustees, and their nominees, including the reasonable expenses
of such recordholders for completing the mailing of such materials and Annual
Report to such beneficial owners.
Only stockholders of record of the Company's Common Stock outstanding at
the close of business on August 30, 1999, the Record Date, will be entitled to
vote. A total of 3,724,800 shares of Common Stock were outstanding on the Record
Date. Each share of Common Stock is entitled to one vote. Holders of a majority
of the outstanding shares of Common Stock must be represented in person or by
proxy in order to achieve a quorum. The Proxy Statement, the attached Notice of
Meeting, the enclosed form of Common Stock Proxy and the Annual Report are being
mailed to stockholders on or about September 8, 1999. The mailing address of the
Company's principal executive offices is 3 Expressway Plaza, Roslyn Heights, New
York 11577.
<PAGE>
1. ELECTION OF DIRECTORS
The Board of Directors currently consists of four (4) members, who are as
follows: Ronald Friedman, Keith S. Haffner, Joel L. Gold and Stanley Kreitman.
The Company's Board of Directors is divided into three (3) classes with
each class consisting of, as nearly as may be possible, one-third of the total
number of directors constituting the entire Board. After the initial term of one
(1) year, each class is elected for a term of three (3) years. The terms of
office of the members of one (1) class of directors expires each year in
rotation so that the members of one (1) class are elected at each annual meeting
for full three (3) year terms. At each annual meeting, directors are elected to
succeed those in the class whose term expires at that annual meeting, such newly
elected directors to hold office until the third succeeding annual meeting and
the election and qualification of their respective successors. The initial one
(1) year term of office of two (2) Class I directors will expire at this annual
meeting.
The Company's Board of Directors presently consists of four (4) members
with two (2) members in Class I, one (1) member in Class II, one (1) member in
Class III. Class I consists of Joel L. Gold and Stanley Kreitman, whose terms
will expire at this annual meeting of stockholders; Class II consists of Keith
S. Haffner (who assumed the vacancy as a result of the resignation of Mr. Robert
Friedman on September 7, 1999), whose term will expire at the 2000 annual
meeting of stockholders; and Class III consists of Ronald Friedman, whose term
will expire at the 2001 annual meeting of stockholders.
The two (2) Class I directors are to be elected as directors by a plurality
of the votes cast at the Meeting. Unless otherwise directed, the persons named
in the accompanying Proxy have advised management that it is their intention to
vote for the election of directors set forth in this proxy.
Each of the nominees for election as a Class I director has advised the
Company of his willingness to serve as a director and management believes that
each nominee will be able to serve. If any nominee becomes unavailable, proxies
may be voted for the election of such person or persons who may be designated by
the Board of Directors.
The Board of Directors recommends voting FOR the election of the directors
listed below.
Nominees For Term Expiring in 2002
The following table sets forth certain information with respect to the
nominees for the election of Class I directors:
Year Term Expires
Name Age Position if Elected
- ---- --- -------- ----------
Joel L. Gold 57 Director 2002
Stanley Kreitman 67 Director 2002
- ------------------
<PAGE>
Joel L. Gold has been a Director of the Company since February 23, 1998.
Since January 1999, Mr. Gold has been the Managing Director of IBG Solid, an
investment banking firm. From September 1997 to December 1998, Mr. Gold was
Senior Managing Director of Interbank. From April 1996 through September 1997,
Mr. Gold was Executive Vice President and head of investment banking at L.T.
Lawrence Co., an investment banking firm. From April 1995 to April 1996, Mr.
Gold was a managing director and head of investment banking at Fechtor &
Detwiler. From 1993 to 1995, Mr. Gold was a managing director at Furman Selz
Incorporated, an investment banking firm. Prior to joining Furman Selz, from
1991 to 1993, Mr. Gold was a managing director at Bear Stearns & Co., an
investment banking firm. Previously, Mr. Gold was a managing director at Drexel
Burnham Lambert for nineteen years. He is currently a member of the Board of
Directors of Concord Camera, Sterling Vision, Inc., Life Medical Sciences and
BCAM International, Inc. Mr. Gold has a law degree from New York University and
an MBA from Columbia Business School.
Stanley Kreitman has been a Director of the Company since February 23,
1998. Since March 1994, Mr. Kreitman has been Chairman at Manhattan Associates,
an investment banking firm. From September 1975 through February 1994, Mr.
Kreitman was President of United States Bancnote Corporation. Mr. Kreitman is
Chairman of the Board of Trustees of New York Institute of Technology. He is
currently a member of the Board of Directors of Porta Systems Corp., Medallion
Funding Corp., and CCA Industries, Inc.
Information Regarding Other Directors and Executive Officers
The following table sets forth certain information with respect to the
other directors and executive officers of the Company:
<TABLE>
<CAPTION>
Name Age Position Year Term Expires
- ---- --- -------- -----------------
<S> <C> <C> <C>
Ronald Friedman1 34 President, Chief Executive Officer, and 2001
Chairman of the Board of Directors
Keith S. Haffner2 61 Executive Vice President, 2000
Secretary, Treasurer,
Director of Finance, and Director
<FN>
1 Following the resignation of Mr. Robert Friedman on September 7, 1999, Mr.
Ronald Friedman assumed the additional title of Chairman of the Board of
Directors.
2 In accordance with the Company's By-Laws which provide that the remaining
numbers of the Board of Directors have the power to fill vacancies, Mr. Keith S.
Haffner, the Company's Executive Vice President, was appointed to the Board of
Directors to fill the vacancy created by Mr. Robert Friedman's resignation on
September 7, 1999.
</FN>
</TABLE>
Ronald Friedman has been the President and Chief Executive Officer and a
Director of the Company since its inception. From 1989 through 1991, Ronald
Friedman was a senior mortgage consultant at ICI Mortgage Corporation. From 1987
through 1989, Ronald Friedman was a senior accountant at Touche Ross & Co., an
accounting firm. Ronald Friedman received a B.A. in Accounting from the George
Washington University. Ronald Friedman has been a certified public accountant
since 1989.
Keith S. Haffner has been a Director of the Company since September 7,
1999, and has been an Executive Vice President of the Company since 1996. From
1994 through 1995, Mr. Haffner was Executive Vice President of Exchange Mortgage
Corp. From 1986 through 1994, Mr. Haffner was Senior Vice President of Mortgage
Production Administration at Midcoast Mortgage Corp. Prior to 1986, Mr. Haffner
was employed at various positions with the Mortgage Bankers Association and with
the Department of Housing and Urban Development. Mr. Haffner received his B.A.
in Political Science in 1969 and a Masters in Public Administration in Urban
Studies and Real Estate Finance in 1972 from American University.
Board of Directors
The Board of Directors currently consists of four (4) members, who are as
follows: Ronald Friedman, Keith S. Haffner, Joel L. Gold and Stanley Kreitman.
The Company's Board of Directors is divided into three (3) classes with
each class consisting of, as nearly as may be possible, one-third of the total
number of directors constituting the entire Board. The Company's Board of
Directors presently consists of four (4) members with one (1) member in Class
II, one (1) member in Class III, and two (2) members in Class I. Class I
consists of Joel L. Gold and Stanley Kreitman, whose terms will expire at this
annual meeting of stockholders. Class II consists of Keith S. Haffner (who
assumed the vacancy as a result of the resignation of Mr. Robert Friedman on
September 7, 1999), whose term will expire at the 2000 annual meeting of
stockholders, and Class III consists of Ronald Friedman, whose term will expire
at the 2001 annual meeting of stockholders. After the initial term of one year,
each Class is elected for a term of three (3) years. At each annual meeting,
directors are elected to succeed those in the Class whose term expires at that
annual meeting, such newly elected directors to hold office until the third
succeeding annual meeting and the election and qualification of their respective
successors.
Executive officers of the Company are elected annually by the Board of
Directors and serve until their successors are duly elected and qualified.
Board Committees
Audit Committee
The Board of Directors has established an Audit Committee. The Audit
Committee makes annual recommendations to the Board of Directors concerning the
appointment of the independent public accountants of the Company and reviews the
results and scope of the audit and other services provided by the Company's
independent auditors. The Audit Committee is comprised of Stanley Kreitman, as
Chairman, Joel L. Gold and Keith S. Haffner.
Compensation Committee
The Board of Directors has established a Compensation Committee. The
Compensation Committee will make annual recommendations to the Board of
Directors concerning the compensation of executive officers and key employees.
The Compensation Committee consists of Joel L. Gold, as Chairman, Ronald
Friedman, and Stanley Kreitman.
Director Compensation
Directors who are employees of the Company receive no compensation, as
such, for services as members of the Board. Directors who are not employees of
the Company receive options to purchase 5,000 shares of Common Stock for each
year served on the Board and reimbursement of expenses incurred in connection
with attending such meetings.
Executive Compensation
The following table shows all the cash compensation paid or to be paid by
the Company, as well as certain other compensation paid or accrued, during the
fiscal years indicated, to the Chief Executive Officer ("CEO") and the most
highly compensated executive officers whose aggregate cash compensation exceeded
$100,000 during the last three (3) fiscal years.
Summary Compensation Table
<TABLE>
<CAPTION>
Name of Individual Annual Compensation
and Principal Long Term
Position Year Salary Bonus Compensation
-------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Ronald Friedman 1998 $ 252,834 $103,247 -
Chief Executive 1997 $ 223,855 - -
Officer,
President, Director 1996 $ 208,000 $46,538 -
Robert Friedman1 1998 $ 259,615 $25,000 -
Chairman of the Board, Chief 1997 $ 165,475 - -
Operating Officer,
Secretary and 1996 $ 107,093 - -
Treasurer
Keith S. Haffner2 1998 $ 115,850 $59,500 -
Executive Vice President 1997 $ 126,811 $51,000 -
1996 - - -
<FN>
1 Mr. Robert Friedman resigned as an officer and director of the Company on
September 7, 1999.
2 Mr. Haffner assumed the vacancy on the Company's Board of Directors created by
the resignation of Mr. Robert Friedman on September 7, 1999.
</FN>
</TABLE>
Distributions of Interest
During each of the years ended December 31, 1996, 1997, and 1998, PMCC made
S corporation distributions to stockholders in the aggregate amounts of
$267,000, $769,000, and $2.5 million, respectively.
Employment Agreements
The Company has entered into an employment agreement with Ronald Friedman.
The employment agreement expires on December 31, 1999, unless sooner terminated
for death, physical or mental incapacity or cause (which is defined as the
uncured refusal to perform, or habitual neglect of, the performance of his
duties, willful misconduct, dishonesty or breach of trust which causes the
Company to suffer any loss, fine, civil penalty, judgment, claim, damage or
expense, a material breach of the employment agreement, or a felony conviction),
or terminated by either party with thirty (30) days' written notice, and is
automatically renewed for consecutive terms, unless cancelled at least one year
prior to expiration of the existing term. The employment agreement provides that
all of such executive's business time be devoted to the Company. In addition,
the employment agreement also contains: (i) non-competition provision that
precludes Ronald Friedman from competing with the Company for a period of two
(2) years from the date of the termination of his employment with the Company;
(ii) non-disclosure and confidentiality provisions that all confidential
information developed or made known during the term of employment shall be
exclusive property of the Company; and (iii) non-interference provisions
whereby, for a period of two (2) years after his termination of employment with
the Company, Ronald Friedman shall not interfere with the Company's relationship
with its customers or employees.
The employment agreement includes compensation plan for fiscal year 1999
whereby Ronald Friedman will receive a salary of $350,000, and cash bonuses, if
any, as determined by the Board of Directors at its discretion.
The Company had an employment agreement with Mr. Robert Friedman on similar
terms as Mr. Ronald Friedman's, except that Mr. Robert Friedman received an
annual salary of $250,000. This employment agreement was terminated as of
September 7, 1999 when Mr. Robert Friedman resigned as an officer and director
of the Company. However, the Company has hired Mr. Robert Friedman as an at will
employee, and the Company contemplates entering into a consulting agreement with
Mr. Robert Friedman, which consulting agreement is currently being negotiated.
The Company anticipates the consulting agreement will become effective on
October 1, 1999 at which time Mr. Robert Friedman's employment with the Company
shall terminate.
Key Man Life Insurance
The Company owns, maintains and is the sole beneficiary of key man term
life insurance policy on the life of Ronald Friedman in the amount of
$3,000,000, on which the Company is named as beneficiary. The Company has agreed
to maintain a life insurance policy on Mr. Robert Friedman, a former officer and
director of the Company and current employee of the Company, in the amount of
$750,000, on which the Company is named as beneficiary.
<PAGE>
Limitation of Liability and Indemnification of Directors and Officers
The Certificate of Incorporation of the Company (the "Certificate")
provides that a director shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except: (i) for any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law; (iii) for liability under
Section 174 of the Delaware General Corporation Law (relating to certain
unlawful dividends, stock repurchases or stock redemptions); or (iv) for any
transaction from which the director derived any improper personal benefit. The
effect of this provision in the Certificate is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except in certain limited situations.
This provision does not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities laws.
The Company's By-Laws provide that the Company shall indemnify each
director and such of the Company's officers, employees and agents as the Board
of Directors shall determine from time to time to the fullest extent provided by
the laws of the State of Delaware.
PMCC Stock Option Plan
On April 1, 1997, the stockholders of PMCC approved the PMCC Plan
(formerly, the "Premier Plan"). In connection with the PMCC Plan, 375,000 shares
(as adjusted) of Common Stock are reserved for issuance pursuant to options that
have been granted under such plan through March 30, 2007. To date, no options
have been exercised. The options vest over a three (3) year period following the
date of the grant. As of September 1, 1999, 191,250 shares are available for
issuance under the plan.
The purpose of the PMCC Plan is to encourage stock ownership by employees
of the Company, its divisions and subsidiary corporations and to give them a
greater personal interest in the success of the Company. The PMCC Plan is
administered by the Board of Directors. The Board of Directors has the
authority, in its discretion, subject to and not inconsistent with the express
provisions of the PMCC Plan, to administer the PMCC Plan and to exercise all the
powers and authorities either specifically granted to it under the PMCC Plan or
necessary or advisable in the administration of the PMCC Plan, including,
without limitation, the authority to grant options; to determine which options
shall constitute incentive stock options ("ISO") and which options shall
constitute non-qualified stock options; to determine which options (if any)
shall be accompanied by rights or limited rights; to determine the purchase
price of the shares of Common Stock covered by each Option (the "Option Price");
to determine the persons to who, and the time or times at which, options shall
be granted; to determine the number of shares to be covered by each option; to
interpret the PMCC Plan; to prescribe, amend and rescind rules and regulations
relating to the PMCC Plan; and to make all other determinations deemed necessary
or advisable for the administration of the PMCC Plan. The Board of Directors may
delegate to one (1) or more of its members or to one (1) or more agents such
administrative duties as it may deem advisable, and the Board of Directors or
any person to whom it has delegated duties as aforesaid may employ one (1) or
more persons to render advice with respect to any responsibility the Board of
Directors or such person may have under the PMCC Plan.
Options granted under the PMCC Plan may not be granted at a price less than
the fair market value of the Common Stock on the date of grant (or 110% of fair
market value in the case of persons holding 10% or more of the voting stock of
the Company). The aggregate fair market value of shares for which ISOs granted
to any employee are exercisable for the first time by such employee during any
calendar year (under all stock option plans of the Company and any related
corporation) may not exceed $100,000. Options granted under the PMCC Plan will
expire not more than ten years from the date of grant (five years in the case of
ISOs granted to persons holding 10% or more of the voting stock of the Company).
Options granted under the PMCC Plan are not transferable during an optionee's
lifetime but are transferable at death by will or by the laws of descent and
distribution.
The PMCC Plan has been converted to a plan that has been adopted by the
Company's shareholders. There are currently options to purchase 183,750 shares
of the Company's Common Stock outstanding at an exercise price of $6.00.
1997 Stock Option Plan
In October, 1997, the Board of Directors of the Company adopted, and the
stockholders approved, the 1997 Stock Option Plan (the "1997 Plan"). The 1997
Plan has 375,000 shares of Common Stock reserved for issuance upon the exercise
of options designated as either (i) an ISO or (ii) non-qualified options. ISOs
may be granted under the 1997 Plan to employees and officers of the Company.
Non-qualified options may be granted to consultants, directors (whether or not
they are employees), employees or officers of the Company.
The purpose of the 1997 Plan is to encourage stock ownership by certain
directors, officers and employees of the Company and certain other persons
instrumental to the success of the Company and to give them a greater personal
interest in the success of the Company. The 1997 Plan is administered by the
Board of Directors. The Board of Directors, within the limitations of the 1997
Plan, determines, with the approval of the Chief Executive Officer of the
Company, the persons to whom options will be granted, the number of shares to be
covered by each option, whether the options granted are intended to be ISOs, the
option purchase price per share, the manner and time of exercise, the manner and
form of payment upon exercise of an option, and restrictions such as repurchase
rights or obligations of the Company. Options granted under the 1997 Plan may
not be granted at a price less than the fair market value of the Common Stock on
the date of grant (or 110% of fair market value in the case of persons holding
10% or more of the voting stock of the Company). The aggregate fair market value
of shares for which ISOs granted to any employee are exercisable for the first
time by such employee during any calendar year (under all stock option plans of
the Company and any related corporation) may not exceed $100,000. Options
granted under the 1997 Plan will expire not more than ten years from the date of
grant (five years in the case of ISOs granted to persons holding 10% or more of
the voting stock of the Company). Options granted under the 1997 Plan are
generally not transferable during an optionee's lifetime but are transferable at
death by will or by the laws of descent and distribution.
On September 1, 1999, the Company granted options to purchase shares of
Common Stock under the 1997 Plan for 279,600 shares at an average exercise price
of $7.20 per share.
<PAGE>
Options
To date, options have not been granted to either Ronald Friedman or Robert
Friedman.
To date, options to purchase an aggregate of 183,750 shares at an exercise
price of $6.00 per share have been granted to employees under the PMCC Plan and
279,600 shares at an average exercise price of $7.20 per share have been granted
to 185 employees under the 1997 Plan. To date no options have been exercised.
The following table sets forth certain information with respect to
individual grants of stock options made to date to the named executive officers
and directors:
Option Grants
<TABLE>
<CAPTION>
% of Total
Options to Potential Realizable Value
Employees at Assumed Annual Rates
Date Options in Fiscal Exercise Expiration of Stock Price Appreciation
Name Granted Granted (1) Year Price Date for Option Terms (2)
---- ------- ----------- ---- ----- ---- --------------------
5% 10%
<S> <C> <C> <C> <C> <C> <C>
Ronald Friedman - - - - - -
Robert Friedman(3) - - - - - -
Keith Haffner(4) 4/01/97 31,250 8.3% $ 6.00 3/07 $ 117,918 $ 298,827
Joel L. Gold 3/31/98 5,000 1.5% $ 8.125 3/30/01 $ 6,425 $ 13,539
Stanley Kreitman 3/31/98 5,000 1.5% $ 8.125 3/30/01 $ 6,425 $ 13,539
- ------------
<FN>
(1) Each option is exercisable for one (1) share of Common Stock.
(2) The potential realizable value set forth under the columns represent the
difference between the stated option exercise price and the market value of the
Common Stock based on certain assumed rates of stock price appreciation and
assuming that the options were exercised on their stated expiration date; the
potential realizable values set forth do not take into account applicable tax
and expense payments which may be associated with such option exercises. Actual
realizable value, if any, will be dependent on the future price of the Common
Stock on the actual date of exercise, which may be earlier than the stated
expiration date. The 5% and 10% assumed annualized rates of stock price
appreciation over the exercise period of the options used in the table above are
mandated by the rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of the future price of the Common
Stock on any date. There is no representation either express or implied that the
stock price appreciation rates for the Common Stock assumed for purposes of this
table will actually be achieved.
(3) On September 7, 1999 Mr. Robert Friedman resigned as an officer and director
of the Company.
(4) On September 7, 1999 Mr. Haffner accepted an appointment to the Company's
Board of Directors and he assumed the vacancy created by the resignation of Mr.
Robert Friedman on September 7, 1999.
</FN>
</TABLE>
<PAGE>
Security Ownership Of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of the Common Stock
of (i) each person known by the Company to own beneficially five (5%) percent or
more of the outstanding Common Stock; (ii) each director of the Company; (iii)
each executive officer of the Company; and (iv) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Address of Beneficial Amount and Nature of
Owner Beneficial Ownership (1) Percentage
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Ronald Friedman (3)
c/o PMCC Financial Corp 1,875,000 50.3%
3 Expressway Plaza
Roslyn Heights, NY 11577
Robert Friedman (2) 585,000 15.7%
c/o PMCC Financial Corp
3 Expressway Plaza
Roslyn Heights, NY 11577
Keith S. Haffner 1,200 *
c/o PMCC Financial Cor
3 Expressway Plaza
Roslyn Heights, NY 11577
Joel L. Gold (4) 18,500 *
c/o ISG Solid Capital Markets
592 Fifth Avenue, 5th Avenue
New York, NY 10036
Stanley Kreitman 0
c/o Manhattan Associates
375 Park Avenue, Suite 1606
New York, NY 10022
All Directors and Officers as group 1,894,700 50.9%
(6 Persons) (5)
- ------------
* Less than 1% of outstanding shares of Common Stock.
<FN>
(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934 and generally includes voting and investment
power with respect to securities, subject to community property laws, where
applicable. A person is deemed to be the beneficial owner of securities that can
be acquired by such person within sixty (60) days from the date of the Company's
prospectus upon exercise of options or warrants. Each beneficial owner's
percentage ownership is determined by assuming that options or warrants that are
held by such person, (but not those held by any other person), and that are
exercisable within sixty (60) days from the date of the Company's prospectus
have been exercised. Unless otherwise noted, the Company believes that all
persons named in the table have sole voting and investment power with respect to
all shares of Common Stock beneficially owned by them.
(2) Excludes an aggregate of 40,000 shares owned by Robert Friedman's daughters,
Donna Joyce and Suzanne Gordon, as to which he disclaims beneficial ownership;
and includes 227,500 shares held in the name of The Robert Friedman 1998 Grantor
Retained Annuity Trust, of which Robert Friedman is the Trustee.
(3) Includes 600,000 shares held in the name of The Ronald Friedman 1997 Grantor
Retained Annuity Trust, of which Ronald Friedman is the Trustee.
(4) Excludes 36,200 shares owned by Mr. Gold's spouse, Miriam Gold; 13,000
shares owned by Mr. Gold's daughter, Tanya Gold; 11,500 shares owned by Mr.
Gold's daughter, Rochelle Gold; 11,500 shares owned by Mr. Gold's son, Henry
Gold; and 6,400 shares owned by Mr. Gold's son, Elliot Gold, to which he
disclaims beneficial ownership.
(5) This does not include the 585,000 shares owned by Mr. Robert Friedman, who
resigned as an officer and director of the Company on September 7, 1999.
</FN>
</TABLE>
Stock Performance Graph
The Graph below shows the cumulative total shareholder return on the
Company's Common Stock with the cumulative total shareholder return of (i) the
Standard and Poors 500 ("S & P 500") and (ii) the Nasdaq Bank Stocks index
("NSDQ. Banks"), assuming an investment of $100 on February 18, 1998 (the date
of completion of the Company's Initial Public offering in each of the Company's
Common Stock, the stocks comprising the S & P 500 and the stocks comprising the
NSDQ. Banks. Because the Company only became a public company on February 18,
1998, the data is presented for the ten months of 1998 rather than for the five
years then ended.
[COMPARISON OF CUMULATIVE TOTAL RETURN CHART]
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of a registered
class of the Company's equity securities (collectively, the "Reporting Persons")
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission and to furnish the Company with copies of these reports.
Based solely on the Company's review of the copies of such forms received by it
during its fiscal year ended December 31, 1998, the Company believes that all
filing requirements applicable to the Reporting Persons were complied with.
Certain Transactions
Loans from Affiliates
During 1998, the Company borrowed from three affiliated corporations owned
by Ronald Friedman and Robert Friedman. The maximum borrowings from these
affiliates were approximately $3.3 million. As of December 31, 1998
approximately $1.2 million remained outstanding, all of which is secured by
mortgages against the residential properties in rehabilitation pursuant to a
mortgage agreement. As the residential property is sold, the proceeds are used
to repay the mortgage on the particular property. Interest payable pursuant to
this agreement is 10% per year. This borrowing was repaid in full in March 1999.
In November 1996, Ronald Friedman loaned the Company $275,000, evidenced by
a promissory note. In addition, the Company purchased the minority interest in
RF Properties Corp. from Ronald Friedman for $18,163, evidenced by a promissory
note. These loans were repaid in January 1998.
<PAGE>
2. SELECTION OF AUDITORS
The Board of Directors recommends that the stockholders ratify the
selection of KPMG, LLP, independent auditors, which served as the Company's
independent auditors to audit the Company's consolidated financial statements
for the fiscal year ending December 31, 1999. A representative of KPMG, LLP is
expected to be present at the Meeting and will be given the opportunity to make
a statement and to answer any questions a stockholder may have with respect to
the consolidated financial statements of the Company for the year ended December
31, 1998.
The Company's Board of Directors recommends you vote FOR the following
resolution which will be presented at the meeting:
RESOLVED, that the appointment, by the Board of Directors of the Company,
of KPMG, LLP as the Company's independent auditors for the fiscal year
ending December 31, 1999, be and hereby is approved and ratified.
If the resolution is defeated, the adverse vote will be considered a
direction to the Board of Directors to select other auditors for the following
year. However, because of the difficulty and expense in making any substitution
of auditors so long after the beginning of the current year, it is contemplated
that the appointment for the year 1999 will be permitted to stand unless the
Board of Directors finds other good reasons for making a change.
3. OTHER MATTERS
The Board of Directors has no knowledge of any other matters which may come
before the Meeting and does not intend to present any other matters. However, if
any other matters shall properly come before the Meeting or any adjournment
thereof, the persons named as proxies will have discretionary authority to vote
the shares of Common Stock represented by the accompanying proxy in accordance
with their best judgment.
Stockholder's Proposals
Any stockholder of the Company who wishes to present a proposal to be
considered at the next annual meeting of stockholders of the Company and who
wishes to have such proposal presented in the Company's proxy statement for such
Meeting must deliver such proposal in writing to the Company at 3 Expressway
Plaza, Roslyn Heights, New York 11577, on or before September 6, 1999. In order
to curtail controversy as to the date on which the proposal was received by the
Company, it is suggested that proponents submit their proposals by certified
mail, return receipt requested.
By order of the Board of Directors
/s/ Keith S. Haffner
--------------------
Keith S. Haffner, Secretary
The Company will furnish without charge to each person whose proxy is being
solicited by this proxy statement, on the written request of such person, a copy
of the Company's Annual Report on Form 10-K, for its fiscal year ended December
31, 1998. Such request should be addressed to PMCC Financial Corp., Investor
Relations, 3 Expressway Plaza, Roslyn Heights, New York 11577.
Dated: September 8, 1999
